TRADES INTERNATIONAL LIMITED
TERMS AND CONDITIONS OF SALE (Website, Telephone, Email and Trade Sales)
From July 2026
IMPORTANT NOTICE
These Terms and Conditions govern every sale of goods by Trades International unless otherwise agreed in writing by a Director of the Company.
Please read these Terms carefully before placing an Order. By placing an Order, whether through the Trades International’s website, by email, by telephone, pursuant to a quotation or by any other means accepted by Trades International, you agree to be legally bound by these Terms.
Nothing contained within these Terms excludes or limits any statutory rights available to Consumers under the laws of England and Wales.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms, unless the context otherwise requires:
Business Customer means any person, partnership, company, limited liability partnership, charity, public authority or other organisation purchasing Products wholly or mainly for the purposes of its trade, business, craft or profession.
Business Day means Monday to Friday 9am to 5pm except for bank holidays in England
Consumer means an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession.
Contract means the legally binding agreement between Trades International and the Customer incorporating these Terms.
Customer means the individual, company or organisation placing an Order.
Delivery Address means the address nominated by the Customer for delivery.
Effective Date: as set out on Clause 5.4
Force Majeure Event has the meaning given in Clause 31.
Goods or Products means every product, material, accessory, consumable, sample, spare part, packaging item or other goods supplied by Trades International.
Order means any order placed by a Customer.
Price means the amount payable for the Products exclusive of VAT unless expressly stated otherwise.
Specification means the published specification applicable to a Product at the time an Order is accepted.
Terms means these Terms and Conditions of Sale as amended from time to time.
Website means every website operated by or on behalf of Trades International.
Working Day has the same meaning as Business Day.
1.2 REFERENCES
Unless the context otherwise requires:
a. the singular includes the plural and vice versa;
b. references to legislation include any amendment or replacement;
c. headings are for convenience only and do not affect interpretation;
d. "including" means including without limitation;
e. references to writing include email but exclude text messages unless expressly accepted by Trades International.
2. ABOUT TRADES INTERNATIONAL LIMITED
Trades International Limited is incorporated in England and Wales under Company Number 13999716.
Registered Office: 1st Floor, 314 Regents Park Road, Finchley, London N3 2LT, United Kingdom. Hereinafter referred to as “Trades International"
3. APPLICATION OF THESE TERMS
3.1 These Terms apply to every quotation, Order and Contract for the sale of Products by Trades International.
3.2 They apply irrespective of whether the Order is placed: Through the Website; by email; by telephone; following a written quotation; by purchase order; through an online marketplace; or by any other means accepted by Trades International.
3.3 These Terms apply to the exclusion of all other terms and conditions.
3.4 Any terms proposed by the Customer, whether contained within a purchase order, procurement portal, supplier onboarding process or other document, shall have no effect unless expressly accepted in writing by a Director of Trades International.
3.5 No employee, sales representative or agent has authority to vary these Terms unless confirmed in writing by a Director of Trades International as set out in the register at Companies House.
3.6 No failure or delay by Trades International to exercise any right shall constitute a waiver of that right.
4. CONSUMERS AND BUSINESS CUSTOMERS
4.1 Certain provisions of these Terms apply only to Consumers.
4.2 Certain provisions apply only to Business Customers.
4.3 Where the Customer is a Consumer, nothing contained within these Terms shall exclude, restrict or limit any statutory rights available under:
a. the Consumer Rights Act 2015;
b. the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;
c. or any other applicable consumer legislation.
4.4 Where the Customer is a Business Customer, these Terms constitute the entire agreement governing the sale of Products except where expressly varied by written agreement signed by a Director of Trades International.
4.5 Where a provision applies only to Business Customers, that provision shall not apply to Consumers.
5. FORMATION OF CONTRACT
5.1 All Products displayed on the Website, in catalogues, brochures, advertisements or marketing material are invitations to treat only and do not constitute an offer capable of acceptance.
5.2 An Order placed by the Customer constitutes an offer to purchase Products.
5.3 An automated acknowledgement confirming receipt of an Order does not constitute acceptance.
5.4 A legally binding Contract is formed only when the earliest of the following occurs:
a. Trades International issues written acceptance of the Order;
b. Trades International dispatches the Products; or
c. Trades International otherwise confirms acceptance of the Order in writing.
5.5 Trades International reserve the right to refuse any Order at Trades International’s absolute discretion prior to acceptance.
5.6 The Customer is responsible for ensuring the following information is complete and accurate before placing an Order:
a. quantities;
b. specifications;
c. delivery details;
d. product selections;
e. measurements;
f. colours where applicable;
g. and all other information supplied
5.7 Once accepted, Orders may only be cancelled with Trades International’s prior written agreement.
5.8 If cancellation is accepted, Trades International reserve the right to recover all losses reasonably incurred including, without limitation:
a. administration costs;
b. procurement costs;
c. manufacturing costs;
d. transport costs;
e. storage costs;
f. supplier cancellation charges;
g. and any other direct costs arising from cancellation.
5.9 Trades International reserve the right to correct clerical, pricing, typographical, administrative or technical errors at any time before dispatch.
6. QUOTATIONS
6.1 Unless expressly stated otherwise, every quotation issued by Trades International shall remain valid for thirty (30) calendar days.
6.2 A quotation may be withdrawn at any time before acceptance.
6.3 Quotations are prepared using information supplied by the Customer. The Customer is responsible for ensuring that all specifications, quantities and requirements are accurate.
6.4 Unless expressly stated, quotations are subject to stock availability.
6.5 Quotations do not constitute acceptance of an Order.
7. PRODUCTS
7.1 General
Trades International supplies a range of construction products, temporary protection materials, tapes, films, packaging products, flooring accessories, decorating products, building materials and associated products ("Products").
7.2 Trades International reserve the right at any time to:
a. introduce new Products;
b. discontinue any Product;
c. alter specifications;
d. improve Product design;
e. change manufacturing methods;
f. substitute equivalent raw materials where appropriate;
provided that such changes relating to clauses 7.2 c,d,e and f do not materially reduce the overall functionality of the Product.
7.3 Product availability is subject to stock levels, manufacturing capacity and availability from Trades International suppliers.
7.4 Trades International reserve the right to limit quantities supplied to any Customer.
7.5 Trades International shall not be obliged to continue manufacturing or supplying any Product.
7.6 Where a Product is discontinued after an Order has been accepted, Trades International may:
a. supply a substantially equivalent Product;
b. refund the relevant part of the Order; or
c. agree an alternative solution with the Customer.
8. PRODUCT SPECIFICATIONS
8.1 Product specifications published on the Website, catalogues, brochures, technical data sheets or quotations represent the Specification applicable on the date of publication.
8.2 Trades International reserve the right to amend Specifications without notice where reasonably necessary, including where changes are made to: manufacturing processes; legislation; industry standards; health and safety requirements; raw materials; packaging; suppliers; or product improvements.
8.3 Unless expressly agreed in writing, measurements, dimensions, weights, colours, thicknesses, densities and tolerances are approximate and subject to normal manufacturing tolerances.
8.4 Where Products are manufactured using recycled or natural materials, variations in colour, finish, texture or appearance shall not constitute defects.
8.5 Published Product weights are nominal only.
8.6 Customers are responsible for ensuring that Products satisfy their own technical, regulatory and operational requirements before placing an Order.
9. PRODUCT IMAGES, SAMPLES AND MARKETING MATERIAL
9.1 Images displayed on the Website or within catalogues, brochures, advertisements or marketing materials are intended solely as illustrative representations.
9.2 Actual Products may differ slightly from photographs owing to manufacturing processes, lighting, printing methods or screen displays.
9.3 Samples supplied by Trades International are provided solely to assist Customers in assessing the general nature of a Product and shall not constitute a sale by sample.
9.4 Product literature, brochures, technical guides and promotional material do not form part of the Contract unless expressly incorporated in writing.
9.5 Product performance statements should always be read together with the relevant technical data sheets and installation guidance.
10. TECHNICAL ADVICE AND PRODUCT SUITABILITY
10.1 Trades International may provide technical advice, recommendations, installation guidance, application information, calculations or product recommendations.
10.2 Such advice is provided in good faith using information available at the time.
10.3 Except where expressly agreed in writing, technical advice shall not constitute:
a. a contractual warranty;
b. professional advice;
c. engineering advice;
d. architectural advice;
e. design responsibility;
f. supervision of installation.
10.4 The Customer remains solely responsible for determining whether the Products are suitable for their intended purpose and application.
10.5 Customers should undertake their own testing where Product suitability depends upon specific environmental conditions, substrates, chemicals, temperatures, humidity, adhesives, coatings or construction methods.
10.6 Trades International shall not be liable where Products are unsuitable because incorrect or incomplete information was supplied by the Customer.
10.7 Unless expressly agreed otherwise, Trades International accepts no responsibility for: design calculations; structural design; compliance with project specifications; compatibility with third-party products; installation methods adopted by contractors.
11. STORAGE, HANDLING AND INSTALLATION
11.1 Products must be stored, transported and handled in accordance with any instructions published by Trades International.
11.2 Unless otherwise stated within the Product Specification, Products should be stored as per requirements as set out in clause 26.3:
11.3 Products which become damaged through incorrect storage, transportation, handling or installation shall not be regarded as faulty.
11.4 Products intended for temporary protection should only be used in accordance with the recommended application period.
11.5 Customers must ensure Products are compatible with the intended substrate before installation as set out in clause 26.3.
11.6 Adhesives, coatings, finishes and substrates should be tested before full installation.
11.7 Trades International accepts no liability for damage arising from:
a. failure to follow published instructions;
b. incorrect installation;
c. unsuitable substrates;
d. excessive moisture;
e. contamination;
f. incorrect storage;
g. excessive temperatures;
h. improper removal techniques;
i. misuse.
12. PRICES
12.1 Unless otherwise agreed in writing, Products shall be supplied at the Prices applicable on the date the Order is accepted.
12.2 Prices may be altered at any time prior to acceptance of an Order.
12.3 All Prices are quoted in Pounds Sterling (£).
12.4 Unless expressly stated otherwise VAT is additional;
12.5 Pricing errors may occasionally occur.
Where an obvious pricing error has occurred, Trades International reserves the right to cancel the Order prior to dispatch and refund any monies paid.
12.6 Promotional pricing applies only during the advertised promotional period and whilst stocks last.
13. VAT, DUTIES AND TAXES
13.1 VAT shall be charged at the prevailing statutory rate where applicable.
13.2 Unless expressly agreed in writing, Customers outside the United Kingdom remain responsible for:
a. International shipping costs
b. customs duties;
c. import VAT;
d. local taxes;
e. brokerage charges;
f. customs clearance costs;
g. regulatory charges;
13.3 Where legislation requires a withholding tax, the Customer shall ensure Trades International receives the full amount that would have been payable had no withholding been required.
14. PAYMENT
14.1 Unless a credit account has been approved in writing, payment shall be made in full before dispatch.
14.2 Trades International may require:
a. full payment;
b. a deposit;
c. staged payments;
d. payment on collection;
depending upon the nature of the Order.
14.3 Where a deposit is required, manufacture or procurement may not commence until cleared funds have been received.
14.4 Time for payment is of the essence.
14.5 Payment shall not be regarded as received until cleared funds have been credited to the Trades International nominated bank account.
14.6 The Customer shall not withhold payment by reason of:
a. counterclaim;
b. set-off;
c. deduction;
d. abatement;
unless required by a final court judgment.
14.7 Where payment is overdue Trades International may, without prejudice to any other remedy:
a. suspend further deliveries;
b. withdraw credit facilities;
c. cancel outstanding Orders;
d. charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 or, where that Act does not apply, at 8% per annum above the Bank of England base rate, calculated daily;
e. recover all reasonable debt recovery costs.
14.8 Trades International reserve the right to allocate payments against any outstanding invoice at Trades International’s absolute discretion.
14.9 Acceptance of part payment shall not constitute settlement unless expressly agreed in writing.
15. CREDIT ACCOUNTS
15.1 Credit facilities are granted entirely at the discretion of Trades International.
15.2 Approval of a credit account does not oblige Trades International to continue supplying on credit.
15.3 Trades International may review, amend, suspend or withdraw any credit facility at any time without prior notice.
15.4 Trades International may require: financial statements; trade references; bank references; personal guarantees; security; before granting or continuing credit facilities.
15.5 If the Customer:
a. exceeds agreed credit limits;
b. fails to make payment when due;
c. becomes insolvent or appears likely to become insolvent;
d. enters administration, liquidation or any arrangement with creditors;
e. ceases or threatens to cease trading;
15.6 In the event of 15.5, Trades International may immediately:
a. suspend deliveries;
b. require immediate payment of all outstanding invoices;
c. cancel outstanding Orders;
d. withdraw all credit facilities;
e. require payment in advance for future Orders.
15.7 The exercise of any right under this Clause shall not prejudice any other rights or remedies available to Trades International.
16. DELIVERY
16.1 Delivery
Unless otherwise agreed in writing, delivery shall be made to the Delivery Address specified by the Customer.
16.2 Any delivery dates or times quoted by Trades International are estimates only and shall not be of the essence of the Contract.
16.3 Trades International shall use reasonable endeavours to meet estimated delivery dates but shall not be liable for delays caused by circumstances beyond Trades International’s reasonable control.
16.4 Trades International may deliver Products in one or more instalments.
Each instalment shall constitute a separate delivery and any delay or defect affecting one instalment shall not entitle the Customer to reject any other instalment.
16.5 Delivery shall be completed when the Products are:
a. unloaded at the Delivery Address;
b. made available for collection by the Customer; or
c. delivered to a carrier nominated by the Customer,
whichever occurs first.
16.6 Trades International shall deliver the products to the nearest kerbside at the location set out in the Order. If there are any special requirements for delivery, including but not limited to moffet trucks, HIAB, FORS requirement, tail lift or timed deliveries, this must be specified in the order and may incur extra costs.
16.7 Where Products are to be collected by the Customer, collection must take place within five (5) Business Days after notification that the Products are ready.
16.8 Where the Customer requests postponement of delivery after manufacture or allocation of stock, Trades International may charge reasonable storage, handling and insurance costs.
16.9 Delivery shall be deemed completed notwithstanding that minor shortages or defects remain to be remedied.
16.10 Trades International will be entitled to deliver +/-5% of the quantity product ordered
17. DELIVERY DELAYS
17.1 Trades International shall not be liable for delay arising from:
a. shortages of raw materials;
b. transport disruption;
c. carrier delays;
d. customs clearance;
e. industrial disputes;
f. adverse weather;
g. governmental action;
h. supplier delays;
i. Force Majeure Events;
j. incorrect delivery information supplied by the Customer;
k. any other event beyond Trades International’s reasonable control.
17.2 Unless otherwise required by law, delay shall not entitle the Customer to:
a. cancel the Contract;
b. refuse delivery;
c. reject the Products;
d. claim compensation,
17.3 Where a delay exceeds thirty (30) consecutive days and is solely attributable to Trades International (excluding Force Majeure), the Customer may request cancellation of the undelivered balance of the Order.
17.4 Cancellation under Clause 17.3 shall be the Customer's sole remedy.
18. FAILED OR ABORTED DELIVERIES
18.1 If delivery cannot be completed because:
a. the Customer is unavailable;
b. access is unavailable;
c. unloading facilities are inadequate;
d. the Delivery Address is incorrect;
e. the Customer refuses delivery without lawful reason;
f. any other circumstance attributable to the Customer prevents delivery,
delivery shall be deemed attempted.
18.2 Trades International may:
a. store the Products;
b. rearrange delivery;
c. return the Products to Trades International’s warehouse;
d. cancel the Contract where appropriate.
18.3 The Customer shall indemnify Trades International against all reasonable costs arising from a failed or aborted delivery including: transport; redelivery; storage; insurance; handling; administration; carrier charges.
18.4 If the Customer fails to accept delivery within fourteen (14) days after notification that Products are ready for delivery, Trades International may treat the Contract as repudiated and recover all losses arising.
19. INSPECTION OF GOODS
19.1 The Customer shall inspect the Products immediately upon delivery.
19.2 Visible shortages or damage should, wherever reasonably possible, be recorded upon the carrier's delivery documentation before acceptance.
19.3 Business Customers must notify Trades International, within two (2) Business Days following delivery,
in writing of:
a. shortages;
b. incorrect Products;
c. visible damage,
19.4 Latent defects which could not reasonably have been discovered upon delivery should be notified immediately after discovery.
19.5 Failure by a Business Customer to comply with this Clause may prejudice any claim relating to shortages or transit damage.
19.6 Nothing within this Clause limits any statutory rights available to Consumers.
20. RISK
20.1 Risk in the Products passes to the Customer upon delivery in accordance with Clause 16.
20.2 Where Products are collected by the Customer or the Customer's carrier, risk passes immediately upon collection.
20.3 Following transfer of risk, the Customer is responsible for: storage; insurance; handling; transportation; security; protection from deterioration.
21. RETENTION OF TITLE
21.1 Ownership
Legal and beneficial ownership of the Products shall remain vested in Trades International until Trades International have received in cleared funds:
a. payment in full for the Products supplied under the relevant Contract; and
b. payment in full of every other amount owed by the Customer to Trades International on any account whatsoever.
21.2 Custody of Goods
Until ownership passes, the Customer shall:
a. hold the Products as bailee for Trades International;
b. store them separately from other goods;
c. ensure they remain readily identifiable as Trades International’s property;
d. keep all labels, packaging and identifying marks intact;
e. maintain the Products in satisfactory condition;
f. insure the Products for their full replacement value against all usual commercial risks.
21.3 Sale Before Ownership
Business Customers may resell Products in the ordinary course of business before title passes provided that:
a. such sale occurs as principal and not as agent for Trades International;
b. the proceeds of sale are held on trust for Trades International to the extent of monies owed;
c. resale does not prejudice Trades International’s rights under this Clause.
21.4 Right to Recover Goods
If:
a. payment becomes overdue;
b. the Customer becomes insolvent;
c. an administrator, liquidator or receiver is appointed;
d. the Customer ceases trading;
e. Trades International reasonably believe payment is at risk,
Trades International may require immediate return of all Products for which title has not passed.
21.5 Right of Entry
To the extent permitted by law, the Customer irrevocably licences Trades International, its employees and authorised agents to enter any premises where Products are reasonably believed to be stored for the purpose of:
a. inspecting Products;
b. verifying stock;
c. identifying Products;
d. recovering Products to which title has not passed.
Trades International shall exercise this right reasonably and shall use reasonable endeavours to minimise disruption.
21.6 Incorporation into Other Goods
Where Products become incorporated into other goods before title passes, Trades International shall retain ownership in the Products to the fullest extent permitted by law.
21.7 Survival
The rights contained within this Clause shall survive termination of the Contract until all monies owing to Trades International have been paid in full.
22. CONSUMER CANCELLATION RIGHTS
22.1 Application
This Clause applies only where the Customer is a Consumer and the Contract is one to which the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply.
Nothing in these Terms limits or excludes any statutory rights available to Consumers.
22.2 Right to Cancel
Subject to the statutory exceptions contained within the Consumer Contracts Regulations, a Consumer may cancel the Contract without giving any reason within fourteen (14) days beginning on the day after the Consumer receives the Products.
Where multiple Products forming part of one Order are delivered separately, the cancellation period shall commence upon delivery of the final Product.
22.3 Exercising the Right to Cancel
To exercise the right to cancel, the Consumer must notify Trades International by a clear written statement before the cancellation period expires.
Notification may be given by email, post or any other method expressly accepted by Trades International.
22.4 Return of Products
Unless otherwise agreed by Trades International, the Consumer shall return the Products without undue delay and, in any event, no later than fourteen (14) days after notifying Trades International of cancellation.
The Consumer is responsible for the direct cost of returning the Products to the address stated in and in accordance with clause 23.4 unless otherwise required by law.
22.5 Refunds
Upon receipt of the returned Products, or satisfactory evidence that they have been returned, Trades International will reimburse all payments due in accordance with applicable consumer legislation.
Refunds will be made using the same method of payment originally used by the Consumer unless otherwise agreed.
22.6 Diminished Value
Where Products have been handled beyond what is reasonably necessary to establish their nature, characteristics or functioning, Trades International reserves the right to reduce the refund to reflect any diminution in value as permitted by law.
22.7 Statutory Exceptions
The Consumer's right to cancel shall not apply where an exemption under the Consumer Contracts Regulations applies, including (without limitation):
a. Products manufactured or customised to the Consumer's specification;
b. Products clearly personalised for the Consumer;
c. sealed Products which are not suitable for return for health or hygiene reasons once unsealed;
d. Products which become inseparably mixed with other goods after delivery;
e. any other Products exempted by applicable legislation.
23. RETURNS POLICY
23.1 Consumers
Nothing contained within this Clause affects any statutory rights available to Consumers.
Where a Consumer exercises statutory rights, those rights shall prevail over this Clause to the extent required by law.
23.2 Business Customers
This Clause applies only to Business Customers.
Trades International does not accept returns unless authorised in writing prior to the return of the Products.
Any authorisation to return Products shall be entirely at the discretion of Trades International.
Granting approval on one occasion shall not oblige Trades International to approve future returns.
23.3 Conditions for Business Returns
Approved returns must satisfy all of the following conditions:
a. the return request is made within thirty (30) days of delivery;
b. the Products are unused;
c. the Products remain in their original packaging wherever reasonably possible;
d. the Products are undamaged;
e. the Products have been stored correctly;
f. the Products remain capable of immediate resale as new.
Products failing to satisfy these conditions may be refused or accepted subject to a reduced refund reflecting any reduction in value.
23.4 Bespoke Products, made to order, nonstandard or special order goods are non-returnable except where defective.
23.5 Returns Address
Unless otherwise agreed in writing, all authorised returns shall be sent to:
Trades International Limited
c/o Welari
Second Floor
Asiatic Building
Chancel Industrial Estate
London NW10 2DA
Goods returned to Trades International’s registered office set out in Clause 2 will not be accepted as returned to the Returns Address. If goods are delivered to Trades International’s registered office, the Customer will be required to pay the reasonable costs incurred by Trades International of ensuring the goods arrive at the Returns Address, including shipping costs and any administration costs incurred for receiving goods at the registered office.
23.6 Cost of Return
Except where Products are confirmed by Trades International to be faulty due to a manufacturing defect, all return carriage costs shall be borne by the Customer.
Trades International recommends that returned Products are adequately insured whilst in transit.
23.7 Restocking Charge
Approved Business Customer returns are subject to a restocking charge of fifteen per cent (15%) of the invoiced value of the returned Products.
The restocking charge reflects the administrative, inspection, handling and warehousing costs incurred by Trades International.
The restocking charge shall not apply where Products are accepted as faulty due solely to a manufacturing defect.
23.8 Refunds
Refunds shall only become payable after:
a. receipt of the returned Products;
b. inspection by Trades International; and
c. confirmation that the Products satisfy the conditions contained within this Clause.
Original delivery charges are non-refundable unless required by law or where the return arises solely due to Trades International’s error.
24. FAULTY GOODS AND MANUFACTURING DEFECTS
24.1 Notification
The Customer shall notify Trades International as soon as reasonably practicable after becoming aware of any alleged defect.
Business Customers should notify Trades International promptly and, wherever reasonably possible, before the Products are installed, altered or incorporated into any other materials.
24.2 Inspection
Trades International may require:
a. photographs;
b. videos;
c. batch numbers;
d. samples;
e. inspection by Trades International’s representatives;
f. return of the Products;
before determining whether a manufacturing defect exists.
Reasonable assistance shall be provided by the Customer.
24.3 Customer's Election
Where Trades International confirms that the Products are faulty due to a manufacturing defect, the Customer may elect either:
a. replacement of the defective Products; or
b. a full refund of the purchase price paid for those Products.
This election shall be made by the Customer.
24.4 Return Costs
Where a manufacturing defect is confirmed, Trades International shall reimburse the Customer's reasonable return carriage costs or, at Trades International’s option, arrange collection of the Products.
24.5 Exclusions
Products shall not be regarded as faulty where the alleged defect arises wholly or partly from:
a. incorrect installation;
b. improper storage;
c. misuse;
d. accidental or intentional damage;
e. fair wear and tear;
f. failure to follow installation or storage instructions;
g. use outside the Product Specification;
h. alteration by the Customer or a third party without Trades International’s written consent;
i. use with incompatible products or materials;
j. chemical attack, contamination or exposure beyond the intended application.
24.6 Continued Use
Business Customers shall cease using Products immediately after discovering an alleged defect where continued use could reasonably increase the extent of any damage or loss.
Continued use after discovery of an apparent defect may reduce or extinguish any claim to the extent that such continued use materially contributes to the loss.
25. PRODUCT WARRANTY
25.1 General Warranty
Subject to the remaining provisions of these Terms, Trades International warrants that at the time of delivery the Products shall:
a. substantially conform to the applicable Specification;
b. be of satisfactory quality, subject to normal manufacturing tolerances in accordance with the Sale of Goods Act 1979; and
c. be reasonably fit for the purpose for which Products of that description are commonly supplied.
25.2 Duration
Unless a different warranty period is expressly stated in writing for a particular Product, any contractual warranty provided by Trades International shall apply for one (1) month from the date of delivery.
This contractual warranty is additional to, and does not replace, any statutory rights available to Consumers.
25.3 Sole Remedy
Subject always to Clause 24 and any statutory rights, the remedies set out within these Terms constitute the sole contractual remedies available in respect of defective Products.
25.4 No Extension
Repair, replacement or refund of Products shall not extend the original warranty period unless otherwise agreed in writing.
26. CUSTOMER RESPONSIBILITIES
26.1 General
The Customer shall:
a. provide accurate information when placing an Order;
b. ensure that Products ordered are suitable for the intended application;
c. comply with all instructions issued by Trades International regarding storage, handling, installation and use;
d. ensure that all persons using the Products are appropriately trained and competent;
e. comply with all applicable laws, regulations and industry standards relating to the storage, installation and use of the Products.
26.2 Storage
The Customer shall ensure that Products are stored in accordance with any published storage instructions.
Where no specific instructions are provided, Products shall be stored:
a. indoors where appropriate;
b. clean;
c. dry;
d. protected from moisture;
e. protected from contamination;
f. protected from direct sunlight;
g. within any published storage temperature ranges.
26.3Product Compatibility
The Customer remains responsible for ensuring compatibility between Trades International’s Products and: flooring; substrates; paints; coatings; adhesives; sealants; membranes; construction materials; equipment; and
any third-party products.
Trades International accepts no responsibility where incompatibility could reasonably have been identified by appropriate testing.
26.4 Product Testing
Where Products are intended for use in critical, unusual or specialist applications, the Customer shall carry out appropriate testing before full installation or commercial use.
27. LIMITATION OF LIABILITY
27.1 Nothing Excluded
Nothing contained within these Terms excludes or limits liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. breach of any obligation that cannot lawfully be excluded or restricted;
d. any statutory rights enjoyed by Consumers.
27.2 Business Customers
Subject to Clause 27.1, Trades International shall not be liable to a Business Customer for any: indirect loss; consequential loss; special loss; punitive damages; exemplary damages; loss of profit; loss of contracts; loss of anticipated savings; loss of production; loss of opportunity; loss of reputation; loss of goodwill; business interruption; loss arising from delay; increased financing costs; or wasted management time, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
27.3 Aggregate Liability
Subject always to Clause 27.1, the total aggregate liability of Trades International arising from or in connection with any Contract shall not exceed the total amount actually paid by the Customer for the Products giving rise to the claim.
27.4 Installation Costs
Except where prohibited by law, Trades International shall not be responsible for: installation costs; removal costs; replacement labour; re-decoration; project delays; contractor costs; professional fees; and/or consequential construction costs, arising from the use of the Products.
27.5 Insurance Trades International has obtained product liability insurance cover for £5,000,00 in aggregate in respect of its own legal liability. The Customer is therefore responsible for making its own arrangements for the insurance of any excess loss.
27.6 Duty to Mitigate
The Customer shall take all reasonable steps to mitigate any loss.
Trades International shall not be liable for losses which could reasonably have been avoided.
27.7 Time Limit
Business Customers must commence any legal proceedings arising out of a Contract within twelve (12) months of the date upon which the cause of action arose.
Nothing in this Clause affects limitation periods applicable to Consumers.
28. INTELLECTUAL PROPERTY RIGHTS
28.1 Ownership
All Intellectual Property Rights owned, controlled or licensed by Trades International shall remain the exclusive property of Trades International or its licensors.
Nothing contained within these Terms transfers any ownership of Intellectual Property Rights to the Customer.
28.2Intellectual Property Rights
For the purposes of these Terms, Intellectual Property Rights include, without limitation: registered trademarks; unregistered trademarks; service marks; trade names; trading styles; business names; logos; product names; slogans; domain names; copyright; database rights; design rights; registered designs; unregistered designs; patents; patent applications; inventions; know-how; confidential information; trade secrets; manufacturing processes; technical specifications; product formulations; engineering drawings; CAD drawings; BIM objects; technical data sheets; installation guides; product packaging; labels; artwork; graphics; icons; brochures; catalogues; photographs; videos; audio content; website content; software; source code; object code; databases; marketing materials; promotional material; social media content; AI-generated content created for or on behalf of Trades International; and all future intellectual property developed by or for Trades International.
28.3 Brands
Without limitation, this protection extends to all current and future brands owned or licensed by Trades International, including any future trademarks, logos, product ranges and technology brands whether registered or unregistered.
28.4 Licence
The purchase of Products grants no licence to use any Intellectual Property Rights other than the right to resell genuine Products purchased from Trades International in their original form, subject always to applicable law.
28.5 Restrictions
Except with Trades International’s prior written consent, the Customer shall not: copy; reproduce; modify; adapt; translate; reverse engineer; decompile; disassemble; create derivative works; reproduce packaging; reproduce labels; reproduce artwork; reproduce photography; reproduce technical documentation; remove proprietary notices; alter branding; create confusingly similar branding; register confusingly similar domain names; use Trades International’s Intellectual Property Rights in any manner likely to damage the reputation or goodwill of Trades International.
28.6Artificial Intelligence
Without Trades International’s prior written consent, the Customer shall not use any Intellectual Property Rights owned by Trades International for: training artificial intelligence systems; training machine learning models; creating synthetic datasets; automated scraping; data mining; generative AI development; image generation; language model training; or any substantially similar activity.
28.7 Product Photography
All photographs, renders and marketing images remain the property of Trades International unless expressly licensed.
No Customer may reproduce or publish such material without written permission.
28.8 Infringement
The Customer shall notify Trades International promptly upon becoming aware of any suspected infringement of Trades International’s Intellectual Property Rights.
Nothing within these Terms obliges the Customer to commence legal proceedings.
29. CONFIDENTIAL INFORMATION
29.1 Confidentiality
Each party shall keep confidential all Confidential Information received from the other party.
29.2Confidential Information
Confidential Information includes, without limitation: pricing; quotations; technical information; supplier details; manufacturing information; commercial information; product development; business strategies;
trade secrets; customer lists; unpublished specifications; financial information.
29.3 Permitted Disclosure
Confidential Information may only be disclosed:
a. where required by law;
b. to professional advisers under obligations of confidentiality;
c. with the prior written consent of the other party.
29.4 Duration
The obligations contained within this Clause shall survive termination of the Contract for a period of five (5) years, except in respect of trade secrets, which shall remain confidential for so long as they retain their confidential nature.
30. DATA PROTECTION
30.1 Compliance
Each party shall comply with all applicable data protection legislation in force from time to time, including the UK General Data Protection Regulation ("UK GDPR"), the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations.
30.2 Processing of Personal Data
Trades International will process personal data only as necessary for:
a. administering Orders;
b. supplying Products;
c. providing customer support;
d. complying with legal obligations;
e. protecting Trades International‘s legitimate business interests.
Further information is available within Trades International’s Privacy Policy.
30.3 Marketing
Where permitted by law, Trades International may contact Customers regarding similar products and services. Customers may opt out of marketing communications at any time.
31. EXPORT SALES, SANCTIONS AND COMPLIANCE
31.1 Export Compliance
Customers purchasing Products for export remain solely responsible for ensuring compliance with all applicable export, import, customs and regulatory requirements applicable in the destination country.
31.2 Export Controls
The Customer shall comply with all applicable export control legislation.
Products shall not be exported, re-exported or transferred where doing so would breach applicable sanctions or export control laws.
31.3 Sanctions
The Customer warrants that it is not:
a. a sanctioned person;
b. owned or controlled by a sanctioned person;
c. acting on behalf of a sanctioned person.
Trades International reserves the right to refuse or cancel any Order where supply would, or may reasonably be expected to, breach applicable sanctions legislation.
31.4 Anti-Bribery
Each party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010.
32. FORCE MAJEURE
32.1 Force Majeure Events
Trades International shall not be liable for any delay or failure in performing its obligations where such delay or failure results from a Force Majeure Event. Force Majeure Events include, without limitation: acts of God; flood; fire; storm; epidemic; pandemic; war; invasion; terrorism; civil unrest; governmental action; strikes; labour shortages; transport disruption; shortages of raw materials; supplier failure; cyber-attack; interruption of utilities; interruption of telecommunications; failure of information technology systems; any other event beyond Trades International’s reasonable control.
32.3 Suspension
Performance shall be suspended for the duration of the Force Majeure Event.
32.4 Extended Force Majeure
Where a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Contract by written notice without liability, save for obligations accrued prior to termination.
33. INDEMNITY
33.1 The Customer shall indemnify Trades International, its owners, subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees against any claim or demand, including but not limited to lawyer’s fees and costs, made by any third party due to or in relation with any culpable violation of these Terms
34. NOTICES
34.1 Notices
Any notice required under these Terms shall be in writing.
34.2 Delivery
A notice shall be deemed received:
a. if delivered by hand, upon delivery;
b. if sent by first class post, two (2) Business Days after posting;
c. if sent by recognised overnight courier, upon signed delivery;
d. if sent by email, at 9.00 a.m. on the next Business Day following transmission, provided no delivery failure notification is received.
34.3 Notices to Trades International Limited
Notices shall be addressed to:
Trades International Limited
1st Floor
314 Regents Park Road
Finchley
London N3 2LT
United Kingdom
or such other address as Trades International notify from time to time.
35. GENERAL
35.1 Entire Agreement - These Terms constitute the entire agreement between the parties concerning the sale of Products and supersede all previous discussions, negotiations, representations and agreements relating to their subject matter.
Nothing in this Clause excludes liability for fraud or fraudulent misrepresentation.
35.2 Variation
No variation of these Terms shall be effective unless agreed in writing and signed by a Director of Trades International.
35.3 Assignment - The Customer shall not assign, transfer, novate or otherwise dispose of any rights or obligations under the Contract without Trades International’s prior written consent.
Trades International may assign or transfer its rights and obligations provided that doing so does not materially prejudice the Customer's rights.
35.4 Third Party Rights - Except as expressly provided, a person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
35.5 Severability - If any provision is held to be unlawful, invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall, where possible, be interpreted so as to achieve the commercial intention originally intended.
34.6 Waiver
Failure by Trades International to enforce any provision shall not constitute a waiver of any subsequent breach.
35.7 Relationship
Nothing contained within these Terms shall create any: partnership; joint venture; agency; employment relationship; between the parties.
35.8 Electronic Communications
The parties agree that Contracts may be formed electronically and that electronic communications may satisfy any requirement that communications be in writing unless legislation requires otherwise.
35.9 No Reliance
The Customer acknowledges that it has not relied upon any statement, promise or representation not expressly contained within these Terms or confirmed in writing by a Director of Trades International.
Nothing in this Clause excludes liability for fraudulent misrepresentation.
35.10 Survival
Clauses relating to: payment; confidentiality; intellectual property; limitation of liability; retention of title; governing law; jurisdiction; and any other provisions intended to survive termination shall continue in force after termination of the Contract.
36. GOVERNING LAW AND JURISDICTION
36.1 Governing Law
These Terms and every Contract shall be governed by and construed in accordance with the laws of England and Wales.
36.2 Jurisdiction
Subject to Clause 35.3, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms or any Contract.
36.3 Business Customers
Where the Customer is a Business Customer, Trades International reserves the right to commence proceedings in any other court of competent jurisdiction where this is reasonably necessary to protect its interests or to enforce payment obligations.